June 24, 2022
For Immediate Release
Company name: EXEO Group, Inc.
Representative : Tetsuya Funabashi, President & CEO
Contact: Shigeki Hayashi, Operating Officer
General Manager of Accounts & Finance Division
Chief Financial Officer(TEL. +81-3-5778-1105)

Notice of Disposition of Treasury Shares as Restricted Stock Compensation

EXEO Group, Inc. (the “Company”) hereby announces that at a meeting of its Board of Directors held today,
it resolved to dispose of its treasury shares (the "Disposition of Treasury Shares") as restricted stockcompensation. Details are as follows.
1. Overview of the disposal(1)

Payment date

(2)

Type and number of shares
to be disposed ofAugust 24, 2022
Common shares of the Company: 108,400 shares(3)

Disposal price

2,083 yen per share(4)

Total disposition amount

225,797,200 yen(5)Contribution method

In-kind contribution of monetary compensation claims
Performance-linked restricted stock
6 Directors of the Company (excluding Outside

6,500 shares

Directors and those who are not living in Japan)
29 Operating Officers of the Company (excluding

18,600 shares

those who are not living in Japan)(6)

Persons eligible for stock

48 employees of the Company

19,200 shares

allocation, number of

42 Directors of subsidiaries of the Company

19,900 sharespersons, and number of

9 Operating Officers of subsidiaries of the4,400 sharesshares to be allocatedCompany
Continued service period-based restricted stock
6 Directors of the Company (excluding Outside
Directors and those who are not living in Japan)

8,200 shares29 Operating Officers of the Company (excluding

14,600 shares

those who are not living in Japan)
21 Directors of subsidiaries of the Company

10,500 shares

22 Operating Officers of subsidiaries of the6,500 sharesCompanyThe Disposition of Treasury Shares shall be made on the condition(7)

Otherthat securities registration statements under the FinancialInstruments and Exchange Act become effective.

2. Purpose of and reason for the Disposition of Treasury Shares
The Company passed a resolution at the meeting of the Board of Directors held on May 14, 2019 tointroduce a restricted stock compensation plan (the “Plan”) for the purpose of giving incentives to Directors(“Eligible Directors” excluding Outside Directors and those who are not living in Japan) to work for thesustained improvement of the Company’s corporate value and facilitating their sense of sharing value withshareholders. The 65th annual general meeting of shareholders held on June 21, 2019 approved the provision,under the Plan, of annual monetary compensation claims of no more than 50 million yen as compensation for
the acquisition of performance-linked restricted stock, which is described in the Overview of the Plan below,
and annual monetary compensation claims of no more than 50 million yen as compensation for the acquisitionof continued service period-based restricted stock, which is also described in the Overview of the Plan below,
to the Eligible Directors.
The Board of Directors of the Company has adopted a resolution to additionally introduce the Plan for
Operating Officers and employees of the Company and for Directors and Operating Officers of subsidiaries(wholly owned subsidiaries; the same applies hereinafter) of the Company (excluding those who are not living
in Japan; hereinafter collectively, including the Eligible Directors, "Eligible Directors, etc.").
The Disposition of Treasury Shares is carried out as part of the Plan, and treasury shares will be allocatedto the Eligible Directors, etc.
The following is an overview of the Plan.
Overview of the Plan
The Plan is a restricted stock compensation plan where the Company or subsidiaries of the Company
provides monetary compensation claims to the Eligible Directors, etc., who make in-kind contributions toreceive restricted common shares allocated by the Company. There are two types of restricted common shares:
performance-linked restricted stock—the number of shares which have their transfer restrictions lifted isdetermined according to the level of achievement of performance targets for the enhancement of corporate
value over the medium to long term —and continued service period-based restricted stock, which have theirtransfer restrictions lifted on condition that the Eligible Directors, etc. continue to serve as Director or in any
other specific position for a certain period.
Under the Plan, Eligible Directors, etc. shall make in-kind contributions of all the monetary compensation
receivables to be granted from the Company and in return receive the Company’s common stock that will bedisposed of by the Company.
Under the Plan, the Company may annually dispose of and allocate a maximum of 50,000 shares of common
stock as performance-linked restricted stock and a maximum of 50,000 shares of common stock as continued

service period-based restricted stock to the Eligible Directors (if a split of common stock [or a free allotmentof common stock] or a reverse split of common stock is executed after the resolution was adopted at the 65th
annual general meeting of shareholders held on June 21, 2019, or the maximum number of shares of common
stock to be allocated needs to be adjusted under other circumstances, reasonable adjustments may be made to
the maximum number). The amount paid for a share is the closing price of shares of the Company's common
stock on the Tokyo Stock Exchange on the business day before the date of a resolution regarding delivery ata Board of Directors meeting (if the trade is not made on that day, the closing price on the trading day
immediately prior to that day).
This time, the Company will grant monetary compensation claims totaling 225,797,200 yen ("MonetaryCompensation Claims"), or 108,400 common shares of performance-linked restricted stock and continued
service period based restricted stock, taking into consideration the purpose of the Plan, the Company's businessconditions, and the range of responsibilities of the Eligible Directors, etc., among other factors.
In the Disposition of Treasury Shares, under the Plan, the 147 Eligible Directors, etc. that the treasury
shares will be allotted to will pay all Monetary Compensation Claims to the relevant company as property
contributed in kind and receive shares of the Company's common stock that will be disposed of. The
Company will conclude an agreement on the allotment of restricted stock with each of the Eligible
Directors, etc. (the “Allotment Agreement”) related to the Disposition of Treasury Shares. An outline of theAllotment Agreement is as stated in section 3 below.
3. Outline of the Allotment Agreement(1) Transfer restriction period(i) Performance-linked restricted stock: From August 24, 2022 to August 23, 2025(ii) Continued service period-based restricted stock: From August 24, 2022 to August 23, 2052
(2) Release of restrictions on transfer, etc.
(i) Performance-linked restricted stock
At the end of the transfer restriction period, the transfer restrictions on the shares are lifted, thenumber of which is determined according to the level of achievement of performance targets, including
consolidated operating profit target, which are set by the Board of Directors of the Company, on thecondition that the Eligible Directors, etc. continue to serve as Directors or in any other specific position
for a certain period during the transfer restriction period. However, if the Eligible Directors, etc. haverelinquished the position of Director of or any other specific position before the transfer restriction
period expires for reasons that the Board of Directors of the Company deems justifiable, the Company
will adjust the number of shares on which the transfer restriction is lifted and the time when the transfer
restrictions is lifted as necessary in a reasonable manner.
(ii) Continued service period-based restricted stock
At the end of the transfer restriction period, transfer restrictions are lifted on all shares held by theEligible Directors, etc. under the Plan on condition that the Eligible Directors, etc. continue to serve as
Director or in any other specific position for a certain period in the transfer restriction period. However,if the Eligible Directors, etc. have relinquished the position of Director of or any other specific position
before the transfer restriction period expires for reasons that the Board of Directors of the Company

deems justifiable, the Company will adjust the number of shares on which the transfer restriction islifted and the time when the transfer restrictions is lifted as necessary in a reasonable manner.
(3) Acquisition of allotted shares without consideration
If the Eligible Directors, etc. have relinquished any specific position before the transfer restriction period
expires for reasons that the Board of Directors of the Company does not deem justifiable, or if certain
grounds set out in the Allotment Agreement are met, the Company will automatically acquire the sharesallotted under the Plan.
The Company will automatically acquire the shares for which the restriction on transfer is not lifted atthe time when the transfer restriction period expires or when the restriction on transfer is lifted for any
other reason without consideration.
(4) Management of shares
The shares allotted under the Plan are managed in a dedicated account opened by the Eligible Directors,etc. at a securities company specified by the Company during the transfer restriction period so that theEligible Directors, etc. will be unable to execute a transfer, create a security interest or dispose of themduring the transfer restriction period. The Company enters into a contract with the securities company forthe management of the account owned by the Eligible Directors, etc. to ensure the effectiveness of thetransfer restrictions on the shares allotted under the Plan. The Eligible Directors, etc. shall agree on themanagement of the account.
(5) Measures to be taken in relation to organizational restructuring, etc.
Notwithstanding (1) above, in the event of approval, during the transfer restriction period, by the general
meeting of shareholders of a proposal under which the Company merges with another company that is thesurviving entity and thus ceases to exist, a share exchange agreement or a share transfer plan under which
the Company becomes a wholly owned subsidiary of another company, or other organizational
restructuring, etc. (if the approval of the general meeting of shareholders is not required, the resolution of
the Board of Directors), the Company shall cancel the transfer restriction prior to the effective date of thesaid organizational restructuring, etc. with respect to the number of shares reasonably determined based on
the period between the commencement date of transfer restriction period and the effective date of the saidorganizational restructuring, etc. In this case, the Company shall, immediately following such cancellationof transfer restriction, automatically acquire shares for which transfer restriction is not lifted, withoutconsideration.
(6) Other matters to be determined by the Board of Directors
In addition to the above, the Allotment Agreement shall include ways of manifesting intentions andproviding notice, methods for revising the Allotment Agreement, and other matters to be determined by
the Board of Directors.
4. Calculation basis of payment amounts and relevant details
The disposition value of the Disposition of Treasury Shares to each of the Eligible Directors, etc. is set at
2,083 yen, which is the closing price of the Company’s common stock in the Prime Market of the Tokyo

Stock Exchange on June 23, 2022 (business day preceding the date of resolution of the Board of Directors),
to make the disposition value a value that eliminates arbitrariness. This is the market share priceimmediately before the date of resolution of the Board of Directors, and the Company believes that it is areasonable price and does not fall under a value that is particularly favorable to each of the Eligible
Directors, etc.